Business Terms and Conditions
In these Conditions, the following definitions apply:
|Conditions||these terms and conditions as amended from time to time in accordance with Condition 14)e).|
|Contract||the contract between Rewarding Visits and Retailer for the supply of the Dashboard Service and POS Materials in accordance with these Conditions which comes into effect on the date that the Retailer registers under the Scheme.|
|Dashboard Service||the free online dashboard service made available to Retailer as described in Condition 4)b).|
|Email Promotion Notification||as described in Condition 4)b)v).|
|Order||an order placed by the Retailer for the supply of POS Materials, as set out in Retailer’s purchase order form.|
|POS Materials||the Point of Sale Starter Pack or Point of Sale Top Up Pack (or any other Point of Sale materials as described on the Website) supplied by Rewarding Visits pursuant to an Order.|
|Promotion(s)||as described in Condition 4)b)iv).|
|Public Touchpoint Screen(s)||as described in Condition 3)g).|
|Retailer||the retail entity who becomes a retailer member of the Scheme in accordance with Condition 3).|
|Retailer Customer Data||as described in Condition 4)b)iii).|
|Retailer Customers||those members of the public who are members of the Scheme and who have had their Rewarding Visits card or Rewarding Visits App QR code scanned by Retailer and/or who have obtained Vouchers from Retailer.|
|Retailer Touchpoint Screen(s)||as described at Condition 3)f).|
|Reward||any offer, voucher or other reward offered by Retailer to any Retailer Customer under the Scheme.|
|Rewarding Visits||Rewarding Visits Limited registered in England and Wales with company number 8240602.|
|Scheme||the scheme offered by Rewarding Visits under which customers can obtain rewards from retailers through repeat visits and retailers can record customer visits and incentivise customers to return and visit through offering them rewards.|
|Vouchers||Voucher rewards offered by the Retailer to Retailer Customers redeemable at Retailer which are obtainable by Retailer Customers via the Retailer Touchpoint Screen(s) or the Public Touchpoint Screen(s), as applicable to the Retailer.|
|Website||The Rewarding Visits website at [rewardingvisits.com](/).|
2) These Conditions
All of these Conditions shall apply to the supply of the POS Materials and the Dashboard Service except where application to one or the other is specified.
These Conditions apply to the exclusion of any other terms that Retailer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
A reference to writing or written includes faxes and e-mails.
3) Membership to the Scheme
To become a retailer member of the Scheme, Retailer must register with the Scheme via the Website or as otherwise provided by Rewarding Visits.
Membership of the Scheme is at the sole discretion of Rewarding Visits who shall not be obliged to accept any applications for membership to the Scheme.
Retailer’s registration under, and its continued membership to, the Scheme is subject to Retailer’s acceptance of these Conditions.
As part of the Scheme, Retailer can download onto an Apple or Android device (Device) the Rewarding Visits Retailer & Leisure Touchpoint App (Retailer App). The Retailer App will enable Retailer to scan a visiting Retailer Customer’s Rewarding Visits card or Rewarding Visits Customer App QR code in order to record the Retailer Customer’s visits to Retailer and to view the Retailer Customer’s Rewards. Use of the Retailer App is subject to the terms of the Application End User Licence Agreement for such Retailer App which Retailer must accept in order to be able to download the Retailer App.
Rewarding Visits can supply to Retailer tablet Devices already loaded with the Retailer App which supply shall be subject to Rewarding Visits’ then current terms and conditions of supply (RV Device).
Rewarding Visits can supply to Retailer Rewarding Visits ‘VisitVouchers Touchpoint’ screens for installation and use on Retailer premises (Retailer Touchpoint Screen(s)) through which Retailer Customers can obtain Vouchers by scanning their Rewarding Visits card or Rewarding Visits Customer App QR code at such Retailer Touchpoint Screens. Supply of any Retailer Touchpoint Screens by Rewarding Visits shall be subject to Rewarding Visits’ then current terms and conditions of supply.
Retailer is not obliged to use any Device, or to purchase any RV Device or Retailer Touchpoint Screen, and may instead elect to offer Vouchers to, and to build up loyalty with, Retailer Customers through Rewarding Visits ‘Touchpoint’ screens located within public town areas (Public Touchpoint Screen(s)). Retailer Customers can obtain the Vouchers by scanning their Rewarding Visits card or Rewarding Visits Customer App QR code at such Public Touchpoint Screens.
Retailer’s membership to the Scheme is personal to the Retailer and Retailer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Scheme or the Contract.
Retailer is responsible for managing all user names and passwords provided in connection with the Scheme and Rewarding Visits shall not be responsible for any misuse of such usernames and passwords or any fraud committed using the same.
4) Dashboard Service
Except as expressly set out in these Conditions, the Retailer has no right to send unsolicited electronic marketing communications to Retailer Customers.
As a member of the Scheme, Retailer will, subject to the terms of this Condition 4), have the right to access and use a personalised dashboard provided by Rewarding Visits (Dashboard Service):
through which Retailer can select and set the Rewards to be offered to Retailer Customers;
through which Retailer can communicate such Rewards to Retailer Customers via the Retailer Customer’s Rewards basket;
on which Retailer can access and view aggregated, anonymised statistical data only about Retailer Customers, including the number of visits to the Retailer, gender of Retailer Customers, age range of Retailer Customers and such other anonymised data as Rewarding Visits may provide under the Dashboard Service from time to time (Retailer Customer Data);
to which Retailer can (subject to Condition 6)c)) upload details of Retailer events, sales, promotions and offers to be communicated to Retailer Customers (Promotion(s)) and via which it can amend and update such Promotions; and
through which Retailer can (subject always to Condition 4)c)) communicate such Promotions via email notifications to either all Retailer Customers or to specific target groups within the Retailer Customer group (Email Promotion Notification(s)).
Retailer acknowledges that a Retailer Customer can elect not to receive Email Promotion Notifications from Retailer, in which event Promotions will be stored in the Retailer Customer’s Rewards basket but no email will be sent to that Retailer Customer.
Rewarding Visits reserves the right to stop the communication of any Promotions to Retailer Customers if it considers in its absolute discretion that such Promotional Material is inappropriate or does not comply with the requirements set out at Condition 6)d)i) to 6)d)iii).
Retailer will be able to access its Dashboard Service via a link and personal login account provided by Rewarding Visits.
Retailer may only use the Dashboard Service for the purposes set out above.
Retailer acknowledges and agrees that:
- all Retailer Customer Data is owned by Rewarding Visits and Retailer has no rights to such data, save as set out expressly in the Contract; and
- under the Scheme it will not receive or have access to any Personal Data (as defined under the Data Protection Act 1998) of any Retailer Customers whether through the Dashboard Service or otherwise, nor will it upload any Personal Data onto the Dashboard Service.
Retailer acknowledges that all intellectual property rights in the Dashboard Service belong to Rewarding Visits or its licensors and that it has no rights to the Dashboard Services other than as set out expressly in these Conditions.
Rewarding Visits may amend the Dashboard Service at any time without notice or liability to Retailer.
Retailer acknowledges that the Dashboard Service has not been developed to meet its individual requirements and is provided on the basis that it is used “as is”.
Rewarding Visits does not warrant that the use of the Dashboard Service will be uninterrupted or error free.
Rewarding Visits shall use reasonable endeavours to ensure that Promotions are communicated to Retailer Customers via the Dashboard Services as soon as reasonably practicable but time shall not be of the essence for the performance of such services.
Rewarding Visits is not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Retailer acknowledges that the Dashboard Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Rewarding Visits warrants to Retailer that the Dashboard Service will be provided using reasonable care and skill.
5) POS Material
Retailer shall place an Order for any POS Materials which constitutes an offer to purchase the POS Materials in accordance with these Conditions. The Order shall only be deemed to be accepted when Rewarding Visits issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
Rewarding Visits shall deliver the POS Materials to the location set out in the Order or such other location as the parties may agree (Delivery Location). Rewarding Visits shall use reasonable endeavours to deliver POS Materials by the date specified in the Order, but time shall not be of the essence for the delivery of such materials.
Delivery of the POS Materials shall be completed on their arrival at the Delivery Location.
Rewarding Visits warrants that on delivery the POS Materials shall conform in all material respects with their description and be free from material defects in design, material and workmanship.
The risk in the POS Materials shall pass to Retailer on completion of delivery and title to the POS Materials shall not pass to Retailer until Rewarding Visits receives payment in full (in cash or cleared funds) for the POS Materials.
6) Responsibility for Retailer Dashboard Data, Rewards and Promotions.
Where Retailer has downloaded the Retailer App onto a Device (as described at Condition 3)d)), it is the responsibility of Retailer to ensure that via the use of the Retailer App, it scans each visiting Retailer Customer’s Rewarding Visits card or Rewarding Visits Customer App QR code when they visit Retailer, in order to record the Retailer Customer’s visits (which Retailer Customer Data is then available to the Retailer via the Dashboard Service) and to view the Retailer Customer’s Rewards.
Retailer may, when scanning a Retailer Customer’s Rewarding Visits card or Rewarding Visits Customer App QR code, see limited Personal Data relating to a Retailer Customer, including name, age range and gender. In respect of any such Personal Data, Retailer shall be the Data Processor (as defined under the Data Protection Act 1998 (the “Act”)) and Rewarding Visits shall be the Data Controller (as defined under the Act). Retailer shall:
- only process such Personal Data in accordance with the instructions of Rewarding Visits;
- keep the Personal Data secure and take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, personal data to ensure Rewarding Visit’s compliance with the seventh data protection principle; and
- do nothing which may place Rewarding Visits in breach of its obligations under the Act.
Retailer has full responsibility for determining which Rewards and Promotions to offer and communicate to Retailer Customers and the form, content and suitability of such Rewards and Promotions.
Rewarding Visits shall have no responsibility whatsoever for data or material input into the Dashboard Service by Retailer or on Retailer’s behalf (Retailer Dashboard Data) (which Retailer Dashboard Data shall be owned by the Retailer), nor for any Reward or Promotion including the form, content and suitability of such Rewards and Promotions, and shall not undertake any review or checks of any such Retailer Dashboard Data, Rewards or Promotions, and Retailer shall have full responsibility for the same and shall ensure that all Retailer Dashboard Data and all Rewards and Promotions, and the offering and communication of the same to the Retailer Customers:
- comply with all applicable laws, regulations and relevant codes of practice;
- do not infringe the intellectual property or proprietary rights of any third party; and
- are not defamatory, libelous, obscene or otherwise offensive, likely to deceive any person, in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence, or otherwise objectionable.
Retailer indemnifies Rewarding Visits against all liabilities, costs, expenses, damages and losses (including all reasonable professional costs and expenses) suffered or incurred by Rewarding Visits as a result of any claim brought against Rewarding Visits in connection with the Retailer Dashboard Data, or any Reward or Promotion.
7) Charges & Payment
The Dashboard Service and Retailer App are provided on a chargeable or free of charge basis.
Prices for the POS Materials or any other meterials or services shall be as communicated by Rewarding Visits from time to time.
Rewarding Visits shall invoice Retailer for POS Materials at least 30 days prior to the delivery of the POS Materials and Retailer shall pay each such invoice within 30 days of the date of the invoice.
Retailer shall pay a charge for each Email Promotion Notification that is sent to a Retailer Customer such charges shall be as communicated by Rewarding Visits from time to time, and shall either be deducted as credits from Retailer’s account under the Scheme, or invoiced by Rewarding Visits, following the relevant charge being incurred. Retailer shall pay any invoices issued under this Condition within 30 days of the date of the invoice.
All payments due to be made under this Contract for which an invoice has been issued shall be paid in full and in cleared funds to a bank account nominated in writing by Rewarding Visits.
All amounts payable by Retailer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Rewarding Visits to Retailer, Retailer shall, on receipt of a valid VAT invoice from Rewarding Visits, pay to Rewarding Visits such additional amounts in respect of VAT as are chargeable.
If Retailer fails to make any payment due to Rewarding Visits under the Contract by the due date for payment, then Retailer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Retailer shall pay the interest together with the overdue amount.
8) Permission to Use
Retailer hereby gives Rewarding Visits the right to use its trade marks in the form provided by Retailer, to notify the public and promote, that Retailer is a member of the Scheme and for the marketing of the Scheme generally.
Retailer indemnifies Rewarding Visits against all liabilities, costs, expenses, damages and losses (including all reasonable professional costs and expenses) suffered or incurred by Rewarding Visits as a result of or in connection with any alleged or actual infringement, whether or not under English law, of any third party's intellectual property rights or other rights arising out of the use of the Retailer’s trade marks, as permitted under these Conditions.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this Condition as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This Condition 9) shall survive termination of the Contract.
Rewarding Visits shall not be liable for any costs or losses sustained or incurred by Retailer arising directly or indirectly from Rewarding Visit's failure or delay to perform any of its obligations under these Conditions where such failure or delay is a result of any act or omission of the Retailer.
Nothing in these Conditions shall limit or exclude Rewarding Visit’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
Subject to Condition 10)b) and without prejudice to Conditions 4)j) to 4)m) inclusive and Condition 6):
- Rewarding Visits shall under no circumstances whatever be liable to Retailer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with these Conditions or the Contract; and
- Rewarding Visits' total liability to Retailer in respect of all other losses arising under or in connection with these Conditions and Contract in any contract year (whether in contract, tort (including negligence), breach of statutory duty, or otherwise), shall in no circumstances exceed the total charges paid by Retailer to Rewarding Visits under the Contract in such contract year.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
To the extent permitted by law and save as set out expressly in these Conditions, Rewarding Visits excludes all conditions, warranties, representations or other terms which may apply to the goods or services to be provided by it pursuant to the Contract, whether express or implied.
This Condition shall survive termination of the Contract.
Rewarding Visits may close the Scheme at any time upon giving not less than one (1) weeks’ notice in writing to Retailer in which event the Contract shall terminate upon the expiry of such notice.
Retailer may terminate the Contract and its membership to the Scheme at any time upon giving not less than one (1) weeks’ written notice in which event the Contract shall terminate upon the expiry of such notice.
Without limiting its other rights or remedies, Rewarding Visits may terminate the Contract with immediate effect by giving written notice to Retailer if:
- Retailer commits a breach of any of its obligations under the Contract which is incapable of remedy or, fails to remedy where it is capable of remedy or persists in any breach of any of its obligations under the Contract after having been required in writing to remedy or desist from such breach within a period of fourteen (14) days; or
- Retailer the other party becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or
- Retailer having failed to pay any amount due under the Contract on the due date, then fails to make payment of such sum having been required in writing to make payment within a period of fourteen (14) days.
12) Consequences of Termination
On termination of the Contract for any reason:
- Retailer shall immediately pay to Rewarding Visits all of Rewarding Visits’ outstanding unpaid invoices, charges for Email Promotion Notifications and any interest and, in respect of any services or items provided by Rewarding Visits but for which no invoice has yet been submitted and one is due to be submitted, Rewarding Visits shall submit an invoice, which shall be payable by Retailer in accordance with these Conditions;
- Retailer shall cease using any of the POS Materials and shall cease to describe itself as, and shall not purport to act as, a member of the Scheme;
- any rights granted to either party under these Conditions shall terminate; and
- Conditions which expressly or by implication have effect after termination shall continue in full force and effect.
13) Force Majeure
Rewarding Visits shall not be liable to Retailer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event being an event beyond the reasonable control of the Supplier. If the Force Majeure Event prevents Rewarding Visits from performing any of its obligations under the Contract for more than four (4) weeks, Rewarding Visits shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to Retailer.
Entire Agreement: these Conditions together with the Application End User Licence Agreement referred to at Condition 3) constitute the entire agreement between Rewarding Visits and Retailer in respect of Retailer’s membership to the Scheme.
- All notices or other communications required to be given by Rewarding Visits to Retailer under or in connection with the Contract shall be sent by email to the email address provided by Retailer in its registration with the Scheme, which Retailer shall be responsible for keeping up to date.
- All notices or other communications required to be given by Retailer to Rewarding Visits under or in connection with the Contract shall be sent by email to the email address provided on the Website.
Waiver and cumulative remedies: A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing by Rewarding Visits.
Governing law and jurisdiction: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.